TAYSHA GENE THERAPIES, INC. AMENDMENT NO. 2 TO SALES AGREEMENT
Exhibit 1.1
AMENDMENT NO. 2 TO
November 4, 2025
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
Dallas, Texas 75247
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC
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New York, New York 10282
▇▇▇▇▇ FARGO SECURITIES, LLC
30 ▇▇▇▇▇▇ Yards
New York, New York 10001
with copies to:
▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
New York, New York 10001
▇▇▇▇▇▇▇ PROCTER LLP
The New York Times Building
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
New York, New York 10018
Re: Amendment No. 2 to Sales Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Sales Agreement, dated October 5, 2021, by and among Taysha Gene Therapies, Inc., a Delaware corporation (the “Company”), Leerink Partners LLC (formerly known as SVB Securities LLC) (“Leerink”) and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”), as amended by Amendment No. 1 to Sales Agreement, dated March 30, 2022, by and among the Company, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇▇”), ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ (“Sales Agreement”).
This letter serves as our formal notice of termination of the Sales Agreement solely with respect to Leerink. Pursuant to Section 11(c) of the Sales Agreement, the termination of the Sales Agreement with respect to Leerink will be effective as of the close of business on the date hereof. By signing below, the Company hereby agrees to the termination of the Sales Agreement with respect to Leerink effective as of the close of business on the date hereof, and permanently and irrevocably waives its right to ten (10) days’ notice pursuant to Section 11(c) of the Sales Agreement and any other rights to notice under the Sales Agreement with respect to such termination with respect to ▇▇▇▇▇▇▇.
[Signature Page Follows]
| Very truly yours, | ||
| LEERINK PARTNERS LLC | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇ | |
| Title: | Head of Alternative Equities | |
[Signature Page to Amendment No. 2 to Sales Agreement]
| Accepted and agreed to as of the date first above written: | ||
| TAYSHA GENE THERAPIES, INC. | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇ | |
| Title: | Chief Financial Officer | |
[Signature Page to Amendment No. 2 to Sales Agreement]